Holy Hay! The Teacher is a Superhero!
by Whalesareawesome
Summary: She is vengeance. She is the night. She is Mare-Do-Well. She's also the local Ponyville elementary teacher. With her trusty sidekick Applebloom, Mare-Do-Well is going to deliver her special brand of educational justice to the criminals of Ponyville.


"Seriously, you can just crawl through the vents into any room in the whole orphanage." Scootaloo scrunched her hoofs close to her body to drive home her point.

"Wouldn't ya'll git stuck at th' the...uuuh. The things with all the long holes that cover the vents." Applebloom searched for the word but found nothing.

"The grates." Sweetie Belle informed her farmer friend.

"Yeah! Wouldn't ya'll git stuck at those?"

"That's the best part! They're so weak you can just push 'em off." Scootaloo nearly barked out loud.

"Cool!" Her friends cried in unison.

"Alright my little ponies! Settle down." Cried a chirper voice from beyond the door. Cheerilee entered the classroom, followed by a tan mare with a lightning crossed hammer for a cutiemark. "Before we start our lessons, we have an announcement from our own chief of police, Mjölnir." She clapped her hoofs together repeatedly, prompting her class to follow suit.

Raising her hoof, Mjölnir silenced the class and began her announcement. "Children. I'm afraid I have some bad news for you all. You can no longer go outside at night."

The class erupted into a flurry of questions and complains. The Crusaders were the most distraught, so many of their new crusading plans involved the night in some manner.

"Quiet! I know your all a bit distraught, but it's for your own safety. Screwloose recently escaped from Ponyville mental hospital. She possesses amazing technological prowess and is incredibly violent. Until her capture, nopony is to walk the streets at night. We don't want a repeat of the Cupcakes incident...So unless you want to end up as a cover piece for one of Screwloose's machines, you will listen to me." Mjölnir stated with stamp of her hoof, fully expecting the children to instantly understand why they were no longer allowed out at night. They didn't.

Wave after wave of questions spilled from the curious children. Cheerilee grinned wide at her students eagerness to learn.

"I must be doing something right as a teacher." She thought as a feeling of happiness coursed through her body. If she wasn't in a classroom, If it was the 80's again, and If she didn't know better, she would have done a little jig to vent her happiness.

Her pure joy oppositely reflected what the police was feeling at the moment. While Cheerilee wanted to dance in happiness, Mjölnir wanted to run home, grab her hammer, run directly into the crowd of colts and fillies and just start hitting them all. All that kept her from doing just that were the facts she wasn't insane and it was illegal, so very illegal.

Deciding to go with a second and less reputation shattering option, Mjölnir left the school without a word. Her job was done, now she would go back to the station and yell at some officers to vent her frustrations.

"Settle down children, Miss Mjölnir is a very busy mare." Cheerilee said, urging her student to silence their chattering. They quickly obeyed their teacher. "I'll answer all your questions after our lesson. Now, pull out your history books and turn to page 36."

Later that day, Cheerilee sat at her desk within the empty school.

Red ink rained down on Diamond Tiara's paper. Cheerilee cringed at the terror that was the rich filly's assignment; a paragraph on the history of Equestria. The teacher could only sit there perplexed how one filly could have produced such a horrid piece of literature. Not one thing was correct about it; sloppy hoof-writing, only four sentences long, detailed how Celestia was secretly in cahoots with some nutball called Deadpool and planned to take over the moon. How in Equestria did that little filly manage to fit such an elaborate conspiracy theory into just four sentences?

Cheerilee shifted her eyes to the open door. Darkness covered the land, weakened only in the spots were lamp light glowed bright. It reminded her of the night she first decided to become Mare-Do-Well, that fateful Nightmare night months ago.

* * *

_"Gee thanks Miss Cheerilee!" Dinky Hooves chirped through the candy bag she currently had her face shoved into. Cheerilee wore a dumbfounded expression through her Mare-Do-Well outfit. Of all costumes the educator had seen, Dinky Hooves' had to be the strangest._

_For some reason she had dyed herself chestnut colored and styled her mane to look like she had his trademark mohawk, it looked more like a lumpy version of spike's scales than anything else. Dinky insisted she was "her daddy, the Doctor." but that only served to further Cheerilee's confusion. Mister Whooves was not in any fashion a medical stallion, heck, nopony knew what he did, Dinky said it involved aliens but that was just plain silly._

_"You're welcome Dinky, now get going. Princess Luna is hosting the apple bobbing." Cheerilee said through her Mare-Do-Well mask, regaining her composure._

_"Allonsy!" Dinky shouted, her little hooves tearing up the dirt as she sped through the town toward the apple bobbing stand._

_"I hope I still have that slice of Mmm Pinkie made for me." Her tongue glided across her mouth at the thought of the sweet delicious treat. Just to get home faster she beat her hooves against the pavement and began to fly through the town, her cape blowing in the wind behind her._

_A very twitchy Pinkie Pie passed her by. Though she was merely a blur in her peripheral vision, Cheerilee couldn't help but worry about the pink mare._

_The past few months had been strange for the baker, she began acting crazier, she said she was hearing things speak to her, things that had no physical presence. Cheerilee wanted to chalk it up to her just being depressed and going through the Madame-le-Flour phase again, but this was different. Pinkie said these voices came from the air itself, that this time she had no part in their speech capability. The teacher swore she heard Pinkie mutter something about Rainbow Dash and cupcakes before the pink mare rounded the corner. She continued her gallop, deciding whatever was the pink pony had said, it was probably just Pinkie being Pinkie._

_A high pitched scream came from an alley, forcing Cheerilee to skid to a stop. For a second she thought it was just the excited cry of a filly or colt, at least that's what she hoped it was. Another screamed proved that notion as false as Rarity's eyelashes. Pure terror laced itself within the scream, its source was all too familiar to Cheerilee._

_"High Hopes." She whispered the name of her student to the air._

_Large brown hooves belonging to raging drunken stallion rammed into High Hope's frail body. A third scream came from her mouth, followed by a teary plead for anyone to help her. Young legs tried to push her away from the dangerous stallion but he merely laughed and tossed her back against the wall. His brutal onslaught continued, her screams fed his drunken ego._

_Without a second thought, Cheerilee leapt into action. For the first time in what would eventually become many, she became something more than Ponyville's local elementary teacher, she became Mare-Do-Well._

* * *

Torn from her memories, Cheerilee looked up at the clouds blocking Luna's stars. A beam of light trailed from Ponyville to the clouded night sky above. A familiar symbol etched itself into the clouds. The Mare-signal! That could only mean one thing, Ponyville was in trouble and needed her help! Grading would have to wait.

Quickly, Cheerilee moved her hoof under her desk and flipped open a secret hatch. Inside the hatch resided a small red button, almost invisible in the shadow of the orchid mare's desk. Without hesitation her hoof slammed against the button. The floor came to life beneath Cheerilee's seat, a hole opened under her, sending the mare down a long tube to a small cavern hidden below the school.

Cheerilee's emerged from the tube fully garbed in her Mare-do-well costume −she'd have to thank Twilight for the automatic clothing mechanism and the transport tube again. Immediately she leapt into her trusty vehicle, the Rumbler, Equestria's fastest steam powered vehicle. Once she was buckled in, swearing for the fiftieth time that month she would never again let Applebloom decide the name of a vehicle, Cheerilee took a moment to admire Twilight's incredible machine.

In appearance the Rumbler could only be described as something like a pyramid cut in half laid on its face. Twilight said it was more aerodynamic that way and if the many times Cheerilee needed speed were any indication, she was right. The dark purple paint coat allowed it to blend well with the night and told the criminals of Ponyville just who they were dealing with. Now that she thought about it, the Rumbler was sort of like that "RC Car" contraption Pinkie built...and destroyed the mayor's office with.

Cheerilee winced at the memory, though it was ironically one of the last good memories she had of the mare before the Cupcakes incident. Thinking it over again, the Rumbler didn't have much in common with the "RC car"; it didn't go through buildings on regular basis.

Remembering the Mare-signal, her hoofs flew across the controls, activating the automobile. White clouds spewed from the machine and a rumble came from within the engine. A loud screech screamed from the tires as the automobile sped through the cave toward the secret exit.

Outside, Angel had gathered his gang of bunnies. Opal stood cornered against a bush. In front of her stood a half circle of angry bunnies, claws out and ready to attack. Behind her was a dense thicket of leaves and wood. There was no escape.

Angel stepped inside the circle, dressed in a miniature business suit complete with tie. He smacked a half-eaten carrot into his fuzzy little hand in rhythm before opening his mouth to speak.

"Where's the map, cat?" He squeaked in a language that only animals could understand, his speech bathed in a indeterminable accent.

"Buzz off bunny, I have no idea what you're talking about." Opal replied, trying her hardest not to hiss at the opposing bunny.

"Look cat, Cut th' garbage. Ah aint gots all day, you un'rstan'?" He said as he took another bite out of the carrot. "We know tha' white horse 'as ah map of th' Carrot Top horse's farm. Lotta carrot's in there. We want 'em. Now you's gonna tell us where th' map is, or is we gonna have to gets rough?"

The carrot fell to the floor with light thud and blew dust all over the bunny's large feet. "Wut'z it gonna be cat?" Angel reached for a stick on the ground.

" M-Morons, I told you. I honestly have no idea what you idiots are talking about." Opal objected, sweat dripping under her pristine white coat.

"Beat 'er." Angel calmly commanded.

The bunnies began their descent on the white feline. Opal's legs took her as far back as they could, but the dense bush kept her from going any further. In her eyes the bunnies could see the sheer terror she was experiencing, and they relished in the fear, chuckling and waving their sticks at her to provoke further reaction.

"S-stay back. I'm armed" Opal bore her claws in the pointless hope that the sight of her natural weapons might scare off the savage bunny mafia. Her antagonizers laughed in response, moving further toward her. She instinctively closed her eyes, ready for the blows to land. The painful strikes never came, instead the bunnies backed away in fear at the low rumble emanating from the bush.

"Th' hay is that?" Angel murmured to himself.

Dark purple emerged from the bush and flew over the bunny gang. It landed with a loud crash against the dirt, a white cloud fuming from the back of the strange object. For a minute, Angel expected it leave them alone as he watched it shoot down the trail. Any hope of that notion was dashed once the speeding blur locked itself into a sharp turn and directed itself toward him. The purple thing skidded to a stop, showing itself to be some sort of vehicle. The low rumble he heard before now emanated from the strange purple machine in front of him. Beams of white instantly shined across Angel's face, temporarily impairing his vision.

Angel released a string of obscene curses that would make Fluttershy's jaw hit the floor and wash his mouth with soap for a month.

"It's th' Mare-do-well! head fer' th' hills boys!"

Repeated sounds of sticks hitting the ground resonated throughout the small grassy area as the bunny thugs bound away. Angel ran faster than he ever had back to Fluttershy's cottage, there he would be safe from the crazy costumed mare.

Opal stared into white glow of the Rumbler headlights, the shock of its miraculous entrance turned her body into a statue. Just as fast as it arrived, the vehicle disappeared down the path to Sweet Apple Acres. The feline sat there dazed before finally opening her mouth to utter a very unlady-like "What the buck..."

* * *

Applebloom sat in her room, turning numbers in her head. Confusion on her face, she brought her hoofs to the workbook beside her. Strange symbols were strewn across the page. They mocked Applebloom with their oddities, bringing about a confusion to which there was no end bar a shameful surrender. Older ponies would call these odd symbols multiplication and division signs, but to Applebloom they may as well have been the terrible eldritch writings of Cthulhu himself.

"Ah don' get it" She said to the dust particles that hung in her room.

The filly turned her head toward the door and prepared to call for her brother for help when the roar of an engine interrupted her call. Her face glowed with joy as the rumble grew louder, closer to the farm. Applebloom rose to her hooves, making a stumble here and there in her sudden excitement. Her hooves pushed her to the window, Mare-do-well was a small dot in distance, growing larger as the mare galloped up to the Apple family home.

"Applejack! Ah gotta go save ponyville from criminals with Kiss Cheerilee again!" Applebloom shouted to her sister downstairs.

"Kay! Be sure to be back bah eleven!"

"Ahright!" Applebloom shot to her closet and swung the door open.

A small black outfit hung inside the closet. Unlike Cheerilee's Mare-Do-Well costume, which obviously was designed for aesthetic purposes only, Rarity had made Applebloom's ensemble with nothing but protection in mind. Every joint was coated with some type of pad. Thick armor enveloped the chest and mask to make sure the young Apple sustained no heavy injury. As a final touch, the suit was bathed entirely in dark shades of grey, perfect for camouflage in the black of the night.

Applebloom snatched her costume from its hook. Excitement poured from her as she squeezed into the armored outfit. Fully clothed, the young farmer ran down the stairs, noisy clacks sounding from the stairs as her hooves pounded against the wood.

Applejack sat comfortably in a large chair by the fireplace, reading a book she had found in Twilight's library

"Since when did Twilight date a sparkly changlin'? An' since when did changlin's sparkle? This is the worst biography ah ever read." She murmured.

"Bah Applejack ahm' off tah save ponyville!" Applebloom bolted past the orange mare and into the black of the night outside.

"Have fun." Applejack waved a hoof at her sister, not bothering to turn around, her focus on the book infront of her.

stand

Mare-Do-Well positioned herself infront of the Apple family abode. Urgently she commanded her sidekick to her side. Applebloom ran up to her teacher, a smile wide as any Pinkie could muster up on her face.

"Heya' miss Cheerilee!" Applebloom squawked with cheer.

"Shhh. No names," Mare-Do-Well set her hoof to Applebloom's lips. "You never know who might be listening." The mare's voice came out as a low- distortion, almost male sounding, thanks to a special enchantment Twilight placed on her mask.

Her eyes shifted around the farm, scanning for any other life, no-one but the other Apples were present on the farm. Sure she was alone with Applebloom, Mare-Do-Well took off back toward the Rumbler, Applebloom in full pursuit.

* * *

Angel sat down on a dirt path. Heavy breaths sifted from his small bunny body, it felt as if his lungs had been bit by multiple hammers; hammers that were on fire.

"Ah Think ah put 'nough distance 'tween me and th' mare." He told himself between pants. Up the road came a familiar roar. Angel slowly motioned his head, fearful the approaching rumble was the same from earlier. His fears were realized as the purple coat of the Rumbler became visible in the darkness. With the speed of lightning he shot himself out of the road. In the next second, the dark machine flew by, a cloud of steam left in its wake.

Outside the tinted windows of the Rumbler, scenery zipped by and blended into one massive blur of color.

"Hey Miss Cheerilee." Applebloom asked, her forced eyes away from the blurring trees and dirt outside and onto her teacher.

"I told you Trouble-Maker, no real names." Mare-Do-Well stated matter-of-factly, reminding the filly of her codename.

"Sorreh. Ah was just wonderin'. Can ah ask ya' about mah homework?"Applebloom couldn't see it but she knew that there was a smile under that mask.

"Ofcourse." Her teacher replied warmly, despite the distortion in her voice.

"Four tahmes four. Sixtin tahmes two. Ah don't git it."

"Oh that's simple. Think of it like this; for four times four, there are four groups of four. What do all those groups add to be?" The mare gave her student a watered down variant of her original explanation as she was aware they would arrive in Ponyville at any moment.

Applebloom tapped her chin in thought. "Sixteen?" She asked, her head tilted at a slight angle in curiosity to further accentuate the question.

"Exactly!" Mare-Do-Well chirped. "And what do two groups of sixteen add up to?"

Applebloom counted inside her mind before answering, "Thirteh two?"

"Correct!" Cheerilee's smile was now visible through her Mare-Do-Well mask.

"Ah think ah git it now."

"I knew you'd get it. If you ever have any questions, feel free to ask me." Mare-Do-Well told the small filly, her tone carrying the same warmth from before.

"Ahright Miss Cheeri-ah mean, Mare-Do-Well!" The filly chirped once more. A moment of silence passed between the duo before Applebloom spoke up again.

"So who do ya' think it is? Y-Ya think it's Pinkamena again?" Applebloom shuddered at the memory of the insane mare that took over Pinkie Pie's personality.

The sight of Mare-Do-Well dragging the battered bleeding baker out of Sugarcube Corner's basement did not sit well in her memories. She unfortunately remembered it all too clearly though. Rainbow Dash nearly died that day; Pinkamena had just begun her torture when Mare-Do-Well smashed through the basement door and tackled the maniacal pony to the ground. Despite a few minor injuries and a cutie mark missing from her skin, Rainbow Dash had made it out no worse for wear. Applebloom hesitated to think of how Scootaloo might have reacted had Pinkamena been successful in transforming Rainbow and feeding her to the ponies of Ponyville.

"Maybe it's Dr. Adorable, er' Doctor Octavia!" Applebloom hollered, preferring to turn the possibilities to the less violent of their foes.

"Don't know. I just saw the Mare-signal. It could be anyone." Mare-Do-Well responded, her eyes locked on the signal bright in the sky.

"Ya'll don't think it's Pinkamena...do ya?..." Applebloom nervously kicked the air, sweat beaded down her face.

"No. She's locked away in Trottingham Asylum. She's long gone."

"Ahright, good. Pinkamena was scary..." Applebloom would never forget the terror that was Pinkie's dark secondary personality, especially not the stare the vicious mare gave her as the police took her away. Pinkie Pie would have cried and fallen to the floor while she begged for forgiveness had she ever committed the acts Pinkamena did. Pinkamena just smiled and stared, stared directly into Applebloom's eyes. Where there should have been remorse and sorrow, in Pinkamena's eyes there was only bloodlust and apathy.

* * *

Mjölnir growled at the scene unfolding around her. Minus the grievances the Elements of Harmony seemed to always be responsible for around the town, Ponyville was a very peaceful town. Crime and poverty had been something nearly unheard of in her town; the most that happened was a runaway wagon. At least that's how it was until the Cupcakes murders, before Pinkamena turned ten innocent ponies, three of which were only fillies, into baked goods.

After Pinkamena's murder spree, ponies were afraid to walk the streets at night, paranoid that another murderer might stalk the streets, laying in wait to snatch them up and kill them. The Ponyville Police Department was formed to quell these fears. Mjölnir had been elected as chief of police for her sense of equality and justice. That and she always carried around that freaky electric hammer.

Mjölnir stared up at the orphanage before her, her hoof on the her hammer at all times. Miss Ruler's Home for Unlucky Foals it was called. It was in this place, parents would place their unwanted young in the hands of the titular Miss Ruler, some show-offy mare akin to that annoying rainbow pegasus. Despite others telling her things where not so black and white, that's how Mjölnir saw it..

"No wonder that Miss Ruler mare went bonkers..." She thought, shuddering at the thought of multiple colts and foals hounding her for attention. Perhaps she was overly critical of the place, but frankly, she didn't give a buck either way. All she knew was that this dinky little place was where her current culprit hailed from and that knocked it down a few points in her eyes.

"I should be at home in bed..." She hissed to no-one. "Instead I'm stuck here with this crazy bimbo..." The mare thought, continuing her tirade inside her thoughts.

For a second she reached for the hammer slung around her waist, but pulled back. Despite how much she wanted to, she couldn't just toss the hammer at the psycho taking residence in the orphanage, not because it was most likely illegal but because she was just too far away.

"Go away! Get away from me! You'll never stop my purification!" A cyan mare hollered from an open third story window, every word she spoke was coated with madness. Her pure white mane flowed in the wind. A tattered straightjacket clung to her sides, rustling as they blew in unison with her hair. On her flank laid the image the image of a sharp screw, complimenting the broken restraint she wore over her body..

The Rumbler rolled into view. Mjölnir gave off another noisy groan.

"What are you doing here?" Mjölnir Hissed at the superhero.

"I'm here help. Someone lit the Mare signal." Mare-Do-Well calmly replied, helping Applebloom out of the Rumbler.

"Whoever they are, they're fired. How'd you know to come here?" The tan mare spat.

"It's easy to find flashing red and blue lights" A purple fabric covered hoof pointed at a pair of unicorns. Their horns glowed brightly with interchanging patterns of red and blue, a warning for any pony drawing near to stay away from the scene.

Mjölnir growled.

"What's the situation?" Mare-Do-Well asked, completely unphased by the police chief's anger.

"Screwloose finally went off the deep. She's holed up in the orphanage and has taken the staff and kids hostage. She's not the only thing in there either. We went in a squad five minutes ago and just heard them scream seconds after they went in." The police chief reluctantly informed Mare-Do-Well.

Screwloose stood in the window of the orphanage, twitching every ten seconds, a metal box topped with a unicorn horn antenna in her hoof. The box gleamed in the moon light, in the middle of it laid a large button.

"Get away from me, all of you! Don't you see! Our system is corrupt! This is where the monsters start! I know! The Old Ones have told me! This is your redemption day everypony!" She screamed, injecting mad cackles in-between sentences. Unicorn magic trailed from the horn as she waved the remote through the air. As she cackled, something shined in the moon's light.

A lightly squashed bronze-colored sphere crawled out onto the window sill from inside the orphanage. Four metal spider-like appendages rested, all evenly spaced, around the squashed sphere. Holes fitted the entire top half of the strange oval, presumably leading into the guts of the machine. Bronze-colored mechanical legs propelled the filly-sized mechanization out the window and onto the side of the orphanage. It clung to the wall like a spider to its web.

"The hay is that that?" One of the cops in the crowd uttered.

"Great...she's a full blown freak like Octavia and Adorable..." Mjölnir bemoaned.

The machine began to sputter and shake. Metal gleamed from inside one of the automaton's holes. The machines rattling grew louder as steam started to billow out of its holes. Within the next second a bronze spike emerged from the smoking hole. Mjölnir's eyes went wide.

"Everypony get back!" She cried as she attempted to shove as many ponies as she could away from the building.

A trail of burning steam shot from the wall-crawling machine. The trail crashed into the police blockade below, a small cloud of super-heated steam blowing in every direction. Several ponies fell to the ground screaming with scolding burns stretched across their legs. Soon the steam cloud dissipated to reveal a bronze spike lodged firmly in the ground.

"Yes my children! Keep the interlopers away! Nothing must stop us from cleansing this vile town!" Screwloose screamed to the skies.

Three more steampunk spiders crawled from the window out onto the wall. All four loaded their steam cannons again, the spikes being loaded into whatever hole was directed at the largest group of ponies.

"They're gunna fire again!" Applebloom cried, her right hoof directed at the spider machines.

Four trails of steams flew from the machines and crashed into the ground. Super-heated steam blew in every direction as the spikes plunged into the dirt. Screams rose out from the moist cloud, Fifteen ponies collapsed to the ground, covered in burns.

"All of you! Get back!" Mjölnir yelled to the crowd. The crowd obeyed out of fear of the mechanical spider's spike-tipped steam blasts.

Mare-Do-Well turned her head to a blond-maned unicorn filly sprawled out in the dirt. Her hoofsteps became near inaudible as she made a slow walk toward the distressed filly. The filly winced, obviously pushing through incredible pain to turn her head to the costumed mare. Shining yellow eyes twitched as the filly tried to move. Blistered burns and cuts covered the lavender foal. The spider's projectile was situated in the ground two feet away from the unicorn.

"I..I just wanted to see the flashy lights...W...where's my mommy? I..I want my mommy..." Dinky squeaked.

Mare-Do-Well silently lifted the filly off the ground. Intense burns flared up at the slightest touch. Dinky cried out in pain and begged for her to let her go. Her cries for her mother continued without end as Mare-Do-Well set the injured foal inside a ambulance.

"Hoowee, Screwloose is gonna git it now!" Applebloom said, her expression somewhere between happy excitement and intense worry.

"What the buck are you talking about kid?" Mjölnir turned her attention to the sidekick beside her.

"Mare-Do-Well doesn't like it when aneh'one hurts a kid. That's wha' Pinkamena was beat up so bad."

Gone was Ponyville's resident hero, nothing but soaked earth in the spot she once stood. Applebloom shot after her teacher , but made sure to give a wave to the police chief before she followed Mare-Do-Well into the bowels of hell.

"Kid wait!" Too late, Applebloom had sprung after the vigilante and pushed past the steam spiders' spikes of death. All Mjölnir could do now was wait.

* * *

Insanity with a touch of genius stared down at the huddled fillies and colts, who all cowered in the corner surrounded by steampunk spiders ready to kill should the need arise. A soft giggle escaped the mad mare's lips. Moon beams danced in the ever shifting eyes of a cyan psychopath while she paced to and fro around the trapped ponies, pausing only to give a snappy jitter now and then. All the while the strange remote-control never left her hoof, even as she paced around the frightened foals and staff.

"They all think you're a buncha' little angels." She giggled. "Oh. Oh but I know better. I've seen it with my own eyes. I can speak from experience. I was a little orphan too, juuuuust liiike-" Her hoof glided through the air until it came upon a orange pegasus. Scootaloo lurched back when the psychopath's hoof pushed into her face, other fillies wore they heard the crack of whip when Screwloose's leg flew forward.

"You!" Drops of saliva flew into Scootaloo's face but she refused to remove it, fearful that the slightest movement could send Screwloose into a violent frenzy. In the next second she found Screwloose's face mere inches away from her own.

"I've seen you outside my little cell a few times, always watching that rainbow monster." Screwloose paused to twitch. "She's a bad influence kiddo. It's mares like her that go get drunk and beat their kids. You wanna be a child beater! Do you! You wanna be like Miss Ruler!" A few more mad chuckles left her mouth until she turned to an unkempt metallic cylinder.

"Oh well...doesn't matter I guess. One my beautiful bomb is done, you'll all be teeny tiny ashes." She giggled. "When it's done I just have to push this little button and you aaaaaall go bye bye. Hehehe. How wonderful." The mare barked gleefully, waving the remote around, only ceasing to do so once she turned back to Scootaloo.

Scootaloo whimpered. Before more maniacal rants could be flung at her and the others, a clatter rang out from the back of the orphanage. Both the orange pegasus and cyan earth pony directed their attention to the noise, one filled with hope of salvation, the other brimmed with annoyance and anger.

"Go check it out" Screwloose waved a hoof in the clatter's general direction.

A steam spider shuffled out of the room to inspect the sound. When it came upon the room, had it actually possessed any emotions and not been driven by Screwloose's mad whims, it would have been puzzled to find no-one there but the dark shadows, an old cabinet, and an open window. In obedience to its commands, the spider scuttled about the room for any signs of an intruder, it found none. To complete its check, the machine crawled to and out of the window, making its way onto the outer wall. There was nothing but a drainage pipe leading from the ground to the gutter.

Without hesitation, the spider crawled back into the orphanage. Now it noticed something it hadn't before; hoofprints, two pairs, one a grown mare and the other a filly probably around seven or eight. It turned its body to check the room once more but found nothing. Ready to leave the room, the machine lifted a leg to return to its master. A small cough from above stopped it dead in it tracks and forced it to peer upward toward the ceiling. There a costumed mare hung, a pair of hooves pressed against the ceiling beams on both sides. Mare-Do-Well descended like a bat to its prey, her weight instantly crushing the weak metal of the steampunk spider.

The costumed mare motioned to cabinet for something to come to her. Slowly, as to prevent any noise, the cabinet door swiveled forward. Applebloom climbed out of the dusty cabinet.

"Didja' git it Miss Che- Mare-Do-Well?"

Her teacher responded with silent nod and pointed her hoof to the door.

"Dontchu' worry Mare-Do-Well, ah remember the plan" Applebloom whispered before making a quick but silent run out of the room.

Outside the room, the clicking of gears and creaking of metal joints echoed. Mare-Do-Well raced into the hall. A quick glance proved the hallway to be just as barren as the previous room, bar a cabinet and a coffee table.

"I hope the entire orphanage isn't like this." She thought, reverting back to her "_average Ponyville citizen" _mode of thought for a brief moment.

Steady clacks of metal feet threw her back into reality. Sweat began to roll down her skin. Her heart began to quicken its beat. The mechanical clicks drew closer with every passing second. She needed a place to hide, her eyes scanned the perimeter in search of something she could use to hide. Immediately she took flight and glided through the air, landing atop the coffee table and making another quick jump to the top of the cabinet. Mare-Do-Well clung to the ceiling, her hoofs locked firmly in place with the ceiling beams beside her.

Seconds later four spiders traversed the halls, their insides producing a irritable clicking sound every time they moved. Ignoring the unending clicks of the spiders, Mare-Do-Well silently edged her way forward. Below her the spiders scampered about in search of their missing comrade. Minutes went on for what seemed like hours. Mare-Do-Well managed to creep halfway through the hall before her own bodily secretions betrayed her.

A drop of sweater rolled down her face, through the material of her mask. It hung for a second and descended to the ground, where it struck a spider on the leg. The spider tilted itself upward. There in its vision was a mare in costume clinging to the ceiling beams. Steam billowed out its holes. Bronze death loaded into its cannon. Mare-Do -Well descended to the floor, again landing atop the mechanical arachnid, which was crushed by her hoofs.

"_Is it getting hotter?"_ Mare-Do-Well asked herself. White clouds drifted past her, her fur dampened under the fabrics. Like lightning, Mare-Do-Well reeled around to face the metal terrors. Directly in front of her one already had its cannon loaded and ready to fire.

Her body lurched back. She was a hurricane of power and the spider was an ant that deluded itself into believing it could stop her. A flurry of crushing blows rained down on the spider's shining body, weak metal pushed inwards and disrupted its clockwork. Gears creaked and sparked, the machine collapsed in a heap, boiling water leaked out like blood.

Behind her the air grew humid. Mare-Do-Well went limp and dropped to the ground. A pair of sharpened bronze rods flew over head, encased in a veil of steam. The super heated gas burned her skin as it edged across her suit. Ignoring the pain, Mare-Do-Well swept her hind-legs around, bringing two steam-punk arachnid's bodies to the floor. She clasped one's legs in her teeth as she rose to her hooves. Sparks flew from the broken automatons as Mare-Do-Well proceeded to beat the fallen spider with its comrade.

She turned to face the final spider but found it to already be in mid-leap toward her. Metal landed on flesh, knocking Mare-Do-Well onto her back. The sharpened tips of the spider's "feet" gleamed in the dim light and came down on the mare's skin. Pain shot through her body, the legs tore through her outfit, burrowing into her flesh.

Blood trailed down her leg as the spider pulled its own leg inward. Mare-Do-Well gritted her teeth through the mask. Another leg came down on her side and delivered a shallow scrape to her flank. Mare-Do-Well pushed against the machine, but its gears proved superior to her muscle.

A scream shook the walls. Cheerilee immediately recognized the voice as Scootaloo's. Screwloose's terrible shrieks followed immediately after.

"You're the worst of them all! You're the one who keeps telling them all how 'cool' that rainbow monster is!" The monster hollered to the heavens. Inside the room a tune of violence broke out, its chorus a rain of strikes against the soft flesh of a child. "You're the worst of them!" Declared the beast as she raised her hoofs in preparation for the finale of her violent song.

The crescendo came, Scootaloo cried out in agony.

Something inside Cheerilee burned, something she had tried to keep buried deep within herself for so long. It was something she could never afford to have, she taught children and had to be a positive role model. This feeling...this horrible thing had only come out once before, when Pinkamena revealed and reveled in the fact she had killed and slowly tortured innocent foals, and when she had to defend High Hopes from the hooves of a crazed drunkard. When it came, she had abandoned Cheerilee entirely; she became only Mare-Do-Well the punisher of evil, nothing more, nothing less. Now it had returned, this alien feeling others called rage.

Gathering her strength, Mare-Do-Well sent her hoofs into the spider. They plunged deep into its metal, crushing the clock work inside. Immediately the spider collapsed on top of her. She threw the broken body aside and rose to her hooves.

Screwloose eyed her captives, each one had a look of horror frozen on their face. Their metal guards stood ready to burn them all to death with steam if need be. Sure that her captives were detained, she resumed her work. The bomb was finally near completion, already capable of explosion, all it was missing was a few bits from the top. She giggled in approval, turning her attention to the cowering ponies in the corner.

"Equestria will be so much better off without you little monsters, worshiping that rainbow beast..." She spat at the foals, her focus aimed at one orange pegasus in particular. A cacophony of splintering wood sang through the room. The door flew open and crashed into the wall beside it, leaving a evident dent in the plaster.

"Who the bucking hay are you!" Screwloose hollered at the intruder standing in the doorway.

"You shouldn't swear infront of children..." Mare-Do-Well growled.

"Kill this interloper!" Screwloose pointed her front leg toward the vigilante, commanding three of her remaining seven spiders forward.

Mare-Do-Well ascended from the ground and sped toward the insane cyan mare. The spiders watched from below as their enemy crashed against their mother and creator. Instantly they began to load their cannons, hot white gas fuming from their holes.

Seemingly out of nowhere a air vent grate plummeted onto one of the spiders, their firing process halted to inspect their stricken comrade. Before they could discern where the grate came from, a filly dressed in black padding landed on the grate-stricken spider and began to ride it like a bull. Disoriented, the spider ran about in manner akin to a chicken that recently had its head removed, crashing into its fellow steampunk arachnids and sending them onto their backs where they clawed pathetically at the air, unable to turn themselves upright.

"Yeehaw! Git along little spahder!" Applebloom crowed.

"Troublemaker! Be careful!" Mare-Do-Well shouted, Screwloose struggling under her grip. All her breath exited her body when Screwloose smashed her hind legs against her stomach. The vigilante fell backward, her hooves clutched against her stomach in pain.

"Ignore the pain! Ignore the pain!" She screamed at herself inside her mind.

Screwloose towered over the cringing costumed crusader, controller safely sitting in the azure mare's mouth. All too pleased at her small victory, her front legs rose from the ground and arched back as far as she could make them.

To Mare-Do-Well the world seemed to go in slow mo, her adrenaline had begun to flow. As quick as she could she forced her body, despite the pain still ever present in her stomach, to roll away from the cyan monster. Dust flew into the air when the mad mare brought the force of a charging manticore onto the floor. A deep indent was proof of Screwloose's intent in that blow. Cheerilee would have been frightened by the blow, but Cheerilee wasn't present, in that moment there was only Mare-Do-Well and Mare-Do-Well was angry.

Mare-Do-Well delivered a hard buck to Screwloose's knee. A harsh wail pierced the hero's ear, next came the loud thud of over a hundred pounds of flesh colliding with wood. Aware Screwloose was down for a brief moment, Mare-Do-Well turned her head toward her sidekick.

Using all the strength she had gained from trying to buck apples, Applebloom forced the spider she rode to turn and crash into a large bookshelf. Books fell from their resting places upon the machine's collision. The shockwave from the impact sent the bookshelf into a dangerous wobble, threatening to crush Applebloom into a pancake.

"Applebloom!" Mare-Do-Well cried out in fear to her sidekick.

Now having regained its composure, the spider armed its top hole and prepared to impale the yellow filly resting atop its head on a bronze rod. Applebloom shot herself off of the spider seconds before a trail of steam burst from its cannon.

The projectile ricocheted off the roof and into the bookcase, sending the wooden house of knowledge into a full fall. A crunch of wood pressing metal against the floor resounded in ever ponys' ears. Boiling water leaked out from under the fallen bookcase. The sound of grinding gears came to a halt, replaced by the echo of failing clockwork slowly breaking itself apart.

"My baby!" Screwloose shrieked. Flames burned inside her legs, screaming at her to stay on the ground, she refused to obey. Her hoof pushes against the ground. The painful fire dwelling in her knees grew larger, but she pushed the pain aside and stood in full glory. Quickly she placed the remote control, which had not once fallen from her hooves, into her mouth.

Mare-Do-Well swiveled her focus from Applebloom and back to the mare in time to receive a painful blow to the face. Screwloose pounded her front hooves into the vigilante's mask, managing to send her enemy into a short period of disorientation. Cyan hooves wrapped around one of the upside-down spider's. The psychopath moved to face her hostages, ready to gun them down, only to find the last of them exit the room.

"Come on Ya'll! We gotta git out ah here!" A young southern voice called from outside the room, commanding the hostages to her.

"No...No...No! You little wretches! This isn't over! I'll rid Equestria of you all! I'll destroy you all!" She screamed through the remote, dropping the spider onto the ground.

"Don't touch them..." A voice behind her commanded.

Immediately a pain unlike any other pierced the back of the light blue pony's head. Screwloose screamed, the remote flew from her mouth. She reached out to grab it but a full set of hooves sent her body reeling to ground. Pain wracked the mare's entire frame, her muscles promising her the agony would not end soon. Her eyes met with her antagonist's. Pure blue ovals stared back at her, expressionless yet she could see the rage and hatred coursing through them. For the first time in a while, Screwloose felt fear.

Three loud crashes hovered into the room from outside.

Police ponies slowly approached a trio a fallen machine spiders. All animation in the arachnids was lost, their seemingly endless clicks and clacks of grinding gears had finally come to an end. The spider laid strewn across the mud as harmless and motionless as a Pie family stone. Inside the orphanage the over-turned spiders ceased their pathetic slashing of the air, letting their limbs fall to the earth. Their clockwork insides stopped their noise.

"G-Get away from me!" Screwloose hollered while she scraped at her remote. With every touch her hoof made to the remote, the spider's returned to life, only to shut down the instant her hoof lost contact with the shining box.

Mare-Do-Well's hoof crushed Screwloose's arm, then came down onto her face. Again she screamed in pain as the costumed mare delivered a volley of blows across the psychopaths body. Strike after strike plowed into her body until she was unable to move from pain.

Mare-Do-Well moved away from the beaten mare, patches of blood staining her hooves, and positioned herself over the remote control. She raised her hoof over the unicorn horn attached to the device. Thousands of shattered horn pieces skid across the wood floor. Eager to finish the job, Mare-Do-Well smashed the metal box, wary as not to hit the button by accident, until it became nothing but pulp.

"It took me a while to figure out to figure out why you kept holding that device. You needed it to control those machines. If it lost contact with it then those things became useless toys. That's why you used a unicorn's horn, because that's that only way you could tune in your commands to them. That's how you managed to make them know who their enemy was." Mare-Do-Well told her opponent, anger hidden under a layer of false calmness.

Mare-Do-Well had gotten every detail of the remote's purpose correct, but Screwloose refused to dignify her with an answer. Instead she spat at her hooves, followed up by a long string of obscene curses Cheerilee would be horrified to let a young foal hear.

A clump of hair tugged away from Screwloose's scalp. It didn't take her long to figure out she was moving, irritation from her skin brushing against the wood tipped her off to that. In any other circumstances she would scream and kick at her antagonist but her muscles betrayed her. Her joints were sore and aching with purple bruises spread across her body. Just a twitch from her limbs sent a roaring fire through her muscles. With a heavy sigh, she resigned herself to her fate. She kept silent as ponyly possible the entire journey, only eliciting a faint grunt when Mare-Do Well drug her down the stairs.

Mjölnir watched as a costumed mare stepped out of the orphanage, a bruised light azure mare in tow.

"Did the hostages make it out okay?"The vigilante questioned, pushing the mad mare she had in her grasp in front of the police chief.

"Your little sidekick ran out with all of them behind her right after the spider things fell off the wall."

"Good. Keep those machines away from any shifty unicorns. That remote used a unicorn horn to control their movements." Mare-Do-Well informed the hammer-wielding chief of police, fearful that some less-trust worthy pony might try to exploit the machines for violence. "Also, there's a bomb in the room the hostages were in." She pointed the window Screwloose had first revealed herself in. "Big, round, brass, you won't miss it. The remote is destroyed but it's still potent."

Mjölnir nodded and shoved a pair hoof cuffs tightly around Screwloose's front legs. Screwloose only groaned in response.

Mare-Do-Well made a slow canter to her sidekick, who stood beside an orange pegasus residing in the crowd of freed hostages. Said orange pegasus ran up the costumed hero. She opened her mouth to speak but her mouth went dry at the excitement of being near Ponyville resident superhero. In place of words, a small squee slid from her mouth.

"Are you okay S-" Mare-Do-Well clamped her mouth shut, Scootaloo was a bright young filly, even if she did have an most likely unhealthy addiction to Rainbow dash. She would wonder why the superhero she never met before knew her name. "Are you okay?" Mare-Do-Well repeated.

Scootaloo nodded. She attempted to speak again, this time with more success. "Are- Are you Rainbow Dash?" The excited filly asked.

Mare-Do-Well stared. Laughter began to rise up from the depths of her being. Cheerilee took the place of Mare-Do-Well once again but now it was not unwelcome. The light chuckle from Mare-Do-Well dampened the young pegasus's spirit.

"I'm afraid not," She brushed Scootaloo's purple mane. "But I'm sure she would have done the same if she knew you were in trouble."

Scootaloo brightened up again. "You think so!"

"I'm positive." Cheerilee smiled under her mask. It was always nice to see her students happy.

"I can't wait to tell the kids at school I met Mare-Do-Well!" Scootaloo burst out loud in excitement.

"I'm sure you'll have quite a story." Cheerilee said as she waved her hoof at Applebloom, a command to come to her. Applebloom obeyed. "Anyway. Remember, stay in school and be safe." The mare said cheerily, her cape softly fluttering in the wind. And with that she and Applebloom ran off back to the Rumbler.

* * *

"That was very dangerous stunt you pulled back there young lady." Cheerilee scolded her sidekick.

"But ah made all the spahders flip over." Applebloom tried to object.

"You're lucky the one you were on was disoriented for so long, if it had come to any sooner you could have been killed."

"Ahm sorry Miss Cheerilee..." Applebloom looked away in attempt to hide herself from her teacher's disappointment. A tender hoof gently fell on her shoulder.

"I'm not mad Applebloom. I just don't want you getting hurt. I'd never forgive myself if you were injured." Cheerilee said to a mildly confused Applebloom.

Applebloom looked up her teacher in bewilderment. Mare-Do-Well never called her by name when they were in the car, it was one of the rules she often had to remind the filly about. For some reason she didn't scold the farmer foal for calling her Cheerilee, she just followed suite and called Applebloom by name. It took a second but Applebloom quickly figured out the costumed pony wasn't speaking as Mare-Do-Well anymore, but as her beloved teacher, Cheerilee.

The young filly gave a slight chuckle in return. "That's so chees'eh."

Her teacher returned the soft laughter.

"But it's true. Besides, I promised Applejack I would keep you safe and I intend to keep that promise." She said, a warm glowing smile plastered on her mouth.

"Thanks Miss Cheerilee." Small hooves of a happy filly wrapped around Cheerilee's frame. Cheerilee smiled softly. Applebloom giggled when she felt the same tender hoof from before pat her on the head.

* * *

Applejack growled at the book that now layed sprawled across the floor.

"Worst biography ah ever read" She hissed.

Mac raised an eyebrow in confusion behind her. Deciding to ignore his sisters insults against the tome, he turned his eyes to the window. He began to worry about Applebloom but a familiar motorized hum threw all his anxieties to the wind. The large read stallion slowly made his way outside into the cool nighttime air, past his sister who continued to murmur curses about the "biography" to herself. In the next five seconds, Mac found himself on the receiving end of a high-speed tackle, courtesy of Applebloom. Cheerilee, her mask still firmly wrapped around her face, followed the young filly, taking her time as she strode up the road.

"Howdy Mare-Do-Well." Mac overturned the piece of straw handing from his mouth. His hoof sat firmly ontop of Applebloom's deep red mane.

"Hello Big Macintosh." Cheerilee's voice held an uncomfortably high level of affection in it.

Applebloom's eye twitched a bit, that terrible Hearts and Hooves day incident was invading her memory in full force. She did her best not to gag at the memory.

Applejack closed the book and shelved it amongst her other tomes, most of which were farming guides. A irritating creak drifted from the rusty hinges of the Apple family's front door. The young farmer couldn't help but give a slight wince at the sound, she had heard it for years but it was still an annoying sound. From the dark pitch of the night outside entered Applebloom, Mac, and a costumed Cheerilee.

Applebloom instantly took to removing her heavily padded ensemble. Small hind legs worked to put the armor wrapped around her torso off her body.

Cheerilee cautiously scanned the area before she removed her mask. Beside her Applejack helped unfasten Applebloom's ensemble.

"So what wuz it this time?" Applejack asked, her hooves untying Applebloom's boots as the filly pulled the thick mask from her head.

"Screwloose held up an orphanage with mechanical spiders. I don't know why, but she believed that the orphans were all going to become monsters like Pin-" Cheerilee stopped herself. Applejack halted her work on Applebloom's freedom from the thick black costume. "I...I'm sorry. I didn't mean to..." the teacher stumbled to explain herself. Her orange companion held her hoof to the air.

"It's ok..." She said, obviously distraught, lost in memories of a time before the cheerful baker's fall into madness.

"Ummmm. Well ah'm gunna hit the hay" Applebloom announced, now free from her costume, eager to exit any conversation having to do with the fallen baker.

"Don't you still have homework?" Her teacher muttered questioningly, equally eager to forget the terrible memories of Pinkie's conversion into Pinkamena.

"How do ya'll know that?" Applebloom all but screamed, Pinkamena effectively pushed from her mind.

Cheerilee chuckled again. "You asked me about it in the Rumbler, remember?"

"Oh yeah." The filly groaned. "This stinks" She uttered while she turned to head upstairs.

"Well somepony shouldn't have waited to the last minute to do their homework, should they? A smirk worked its way onto Cheerilee's face.

Applebloom kicked a tuft of dust off the ground in annoyance. "Aww shoot..." Disappointment was evident in every word she dropped. Cheerilee just smiled. Once Applebloom disappeared into the upper regions of the house, Cheerilee turned to the door, her mask returned to her face.

"Ya'll don't have to leave jus' yet. Ah c'n brew up some cider if ya want."

"No thank you applejack, I have some papers that still need grading."

"Ahright. See ya round Cheerilee."

"See you Applejack." She turned to Mac. "Bye Big Mac." Her voice took on a an almost sultry air. Mac blushed and turned away to hide his burning face. Cheerilee gave a small giggle before she bolted out the door.

The sound of the Rumbler roared across the farm, dissipating into nothingness as it left down the road.

* * *

She knew she shouldn't wear her costume in the house, but it was just so cozy. The special padding rarity put in her boots warmed her hooves so well it was a challenge to bring herself to exit the wonderful hooveware. Fluttershy, aka Dr. Adorable, Ponyville's least feared super villain and friend to all animals, begrudgingly started to pull off her boots.

For a moment she paused, not because the boots were too comfortable to leave -though they were- but because she finally noticed Angel Bunny has been absent from her abode. Normally at this hour of night he would be curled up in his bed, dreaming of whatever it was adorable bunnies dreamed, but there his bed sat, completely empty and untouched.

"Angel?" She asked the air in her whisper voice. "Angel where are you?"

A rapping at the door sent her to the ceiling. She took a deep breath to chase the sudden fear away and hovered to the door. Paranoia began its work on the poor pegasi's mind. What if it was a burglar? Who else would come around at this time of night? What if they were armed! What if-

Fluttershy shakily cracked the door open. Her nerves calmed when she saw it was just Mare-Do-Well.

"Hello Cheerilee. You're not here to arrest me are you?" She squeaked to the vigilante.

"Oh ofcourse not Fluttershy. I just came to tell you Angel i-"

"Where is Angel?" Fluttershy interrupted. "Oh...I'm sorry. I didn't meant to interrupt."

Cheerilee laughed, the pegasus was too timid for her own good.

"It's okay. I came to tell you Angel is leading his bunny mob...again." She exposited all too casually.

Speak of the devil, Angel bunny entered the cottage mere seconds after Cheerilee had informed his keeper of the bunny's exploits. Fluttershy glared down at the fluffy white animal, at least she tried her best to, the face she made resembled that of a sad filly more than it did anger.

"Angel. you're not supposed to be making bunny mobs anymore." She timidly squeaked, half her face hidden under long locks of soft pink hair.

Angel rolled his eyes, he was in no mood to deal with his glass-fragile caretaker. His feet turned to bound him into his bed. immediately his body became hard and cold as ice. Fluttershy's eyes took on an air of command, it was The Stare. No creature could resist the strange and eldritch power of Fluttershy's eyes.

Cheerilee left the grassy hut, Fluttershy obviously had everything in order.

* * *

Bright rays of sun graced Ponyville's local elementary school. Within the school, children chattered over various subjects; the new Daring Do novels, how boring Cheerilee's tests were, Mare-Do-Well's latest exploits.

"Mare-Do-Well just jumped in beat her up! It was so awesome!" Scootaloo made a perfect imitation of Rainbow Dash's.

Hoofs flew through the air as the pegasus aped the costumed vigilantes actions from the last night, Diamond Tiara being the unfortunate cushion for Scootaloo when the orange pegasus decided to give a visual example of Mare-Do-Well's leap. Applebloom made a quick duck to avoid the gesticulating filly's flying hoofs once the orange pony rose to her hooves. Diamond Tiara naturally got angry at Scootaloo for crashing into her but only received another blow courtesy of Scootaloo's excited limbs when she leaned in close to display her anger. Scootaloo could have cared less for her spoiled class-mate's pain.

"Doesn't Mare-Do-Well have a sidekick?" Applebloom asked, eager to hear Scootaloo praise her performance.

"Oh yeah. They came through the air vent, rode one of the spider things around and led us out of the orphanage." Scootaloo half-heartedly told her listeners, far more focused on Ponyville's local superhero than the dainty little sidekick.

"Well what happened after she led ya'll out?" Applebloom near begged, hopes still high for some sort of praise for Mare-Do-Well's young assistant.

"Uuuh the cops came around to the back and got us when the spiders stopped working." Scootaloo said with little enthusiasm in her voice. Excitement returned to her tone the second she began her next sentence.

"What was really cool was when Mare-Do-Well took down one of the robots! She even spoke to me when she drug that crazy mare out!" Scootaloo nearly let out the fangirl squeal she usually reserved for Rainbow Dash. Diamond Tiara's burning gaze aimed at the happy pegasus, but Scootaloo was too wrapped up in her tale to notice the fuming filly.

Applebloom sunk into her chair as Scootaloo returned to her seat. Once again she got left out of the story.

"Sidekicks never git any rec-recog...nopony evah notices what ah do..." She whispered quietly enough that no pony but her could hear.

"Good morning children!" A cheerful voice sang outside the door.

"Good morning Miss Cheerilee." The children robotically mimicked. For any other pony, their cold metallic tone would have been unnerving but Cheerilee had been around her students long enough to have grown accustomed to it.

"Class, today we are going to have a writing assignment."

A ocean of groans flooded the small schoolhouse. Cheerilee rolled her eyes, a smile still plastered to her face. Their groans reminded her of her inattentive 80's days, forcing her to elicit a soft nostalgic laugh.

"The assignment is to write a one page paper on who you'd like to be like when you grow up."

Later on that day, Cheerilee sat at her desk, papers neatly stacked before her. Beside her laid a smaller pile of graded papers. Faint light poured in from the window near her desk, it commanded her vision away from the papers and onto the outside world. Ponyville, Its many huts and strange yet wonderful architecture sat in clear view through the window, illuminated beautifully by the sun's rays.

"I'll go on patrol once I finish this" The purple mare promised herself.

She peered back down at the paper on her desk, it was Applebloom's writing assignment. It hardly took a genius to figure out who Applebloom would desire to emulate herself after. The quickest glance proved Cheerilee's suspicions to be correct, Applebloom wanted to be like her big sister Applejack. Giving the assignment a good look-over, everything appeared to be in order; grammar was fine, punctuation was in order, Applebloom was using "ya'll" instead of "you", yep everything was in order.

Scootaloo's obviously wanted to be like her hero Rainbow Dash, Sweetie Belle like her sister, Diamond Tiara like her father. Dinky Hooves, who somehow managed to heal in one day (something about nano-bots from the future), wanted to be like her parents. Cheerilee could understand that the filly wanted to be a mailmare like her mother ,Derpy, but what the hay was a timelord?

So far there was nothing Cheerilee hadn't come to expect from her students in the assignments, that was until she set down a paper written by High Hopes.

"When I grow up I want to be like Mare-Do-Well. I want to fight bad ponies like Screwloose and her spider thingies. I want to save ponies like Mare-Do-Well saved me."

Cheerilee stared at the paper for the longest time, all sense of time lost as she went over the first few sentences over and over. Inside something began to glow, a warm feeling deep within her. It wasn't the rage from before, no, this was something different, something good. She felt happy.

The next few papers all followed the same pattern, so many wanted to model themselves after Ponyville's resident superhero and save lives. Even though the police chief hated her, even though there were those who still didn't trust her alter ego, it felt so good to know that she was doing good in the eyes of her students.

Cheerilee let out a satisfied smile.

* * *

Alongside the coast of Trottingham existed a terrible place, to outsiders this place of horrors was known as the Trottingham Asylum but to the residents it had earned the name "The Butcher's Palace". When a city had somepony so terrible, so crazy, so monstrous that they couldn't be placed in jail for fear they would murder the other prisoners, they sent them to Trottingham Asylum.

According to local legend, the Asylum was where the legendary horror writer H.P. Hoofcraft was born. The local folklore told of demons from beyond speaking to the writer when he was boy, telling him to scribe their eldritch tales. Many believed the tale, Hoofcraft gave them all the reason to believe. Anywhere he went, he would often mutter to himself about terrible abominations from a realm beyond their own scope of perception, strange occurrences such as ponies going mad often followed. The Old Ones he would call them. Those who did not believe would insist he was just born in Trottingham hospital and was merely a disturbed stallion.

His origin however, was no longer of matter to the grim town, Hoofcraft no longer resided within Trottingham. Local rumor said the stallion escaped the dank town with his mother and hid deep in the remotest regions of Equestria, going so far as to change his name to Clyde Pie and take up work on a rock farm.

Whatever his connection was, one fact was for certain; it was in Trottingham Asylum where nightmares went to rest.

Tonight, two figures pushed their way through the tall grass surrounding the asylum. They set their eyes on the towering structure of stone and moss.

In the darkness a soft "Stch" emanated through the air. Faint light illuminated the midnight. It hissed and flickered against the cold black of the night. Immediately the light took flight and soared toward the grimy stone walls of Trottingham asylum.

Inside Trottingham Asylum, Pinkamena eyed her cellmate. Inside her mind voices whispered, strange wonderful voices. Others would call them evil but she called them beautiful. Wonderful images of twisted architecture and grotesque bodies flowed through her mind when those wonderful voices whispered their secrets to her.

Currently she tried to figure out why her daddy told her to ignore the voices, they told her such amazing things. It baffled her even further to think that when she was just Pinkie Pie, she tried so hard to resist them.

"I was such a big dumb dumbie head back then." She thought to herself, berating herself for ever ignoring the voices.

Returning her focus back to her cellmate she returned to her previous train of thought, what to turn this stallion into? She could already imagine the amazing things she would do to her cellmate. Bake him into cupcakes? Make him a coat? They were so many possibilities. However it would appear those possibilities would have to wait.

Stone flew out from the wall. Fire incinerated the stones and blew into the cell, burning her cellmate's legs. Pinkamena's hair blew in the powerful heated winds, her eyes showed no signs of surprise at the random explosion. Soon enough the heat passed, the wall finished its collapse and two figures made their way into Pinkamena's cell.

"Pinkamena!" They chirped excitedly.

"Inkamena! Blinkamena! You came!" The pink psychopath rose from her cold stone bed to greet her sisters.

"Well Duh. We couldn't leave our sister to rot in this place." Blinkamena stated matter-of-factly.

"Aaaaaw. Thanks. You girls are the best." Pinkamena wrapped her siblings in a warm hug. All the while, Pinkamena's cellmate screamed in agony at his fried legs. Three sets of eyes made a quick glare toward the burned stallion, their only warning for him to be quiet. The group shared a collective laugh before Inkamena spoke up.

"Are you ready to go back to Ponyville?" She asked.

"Is Mare-Do-Well still around?" Pinkamena asked.

Her sisters slowly nodded.

"I'm ready then!" Pinkamena hollered

"Woo!" All three cheered as they leapt one-by-one out the hole in the wall. Delightful plans of torture rolled through Pinkamena's mind. She would have so much fun once she got back to Ponyville.


End file.
